Current Report Filing (8-k)
July 08 2016 - 8:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported)
July 6, 2016
DATARAM CORPORATION
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(Exact name of registrant as specified in its charter)
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Nevada
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001-08266
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22-18314-09
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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777 Alexander Road, Suite 100, Princeton, NJ
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08540
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(609) 799-0071
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On July 6, 2016,
Dataram Corporation (the “Company”) filed a certificate of amendment (the “Amendment”) to its Articles
of Incorporation with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s
issued and outstanding common stock, par value $0.001 per share on a one (1) for three (3) basis, effective on July 8, 2016 (the
“Reverse Stock Split”).
The Reverse Stock
Split will be effective with The NASDAQ Capital Market (“NASDAQ”) at the open of business on July 11, 2016. The par
value and other terms of Company’s common stock were not affected by the Reverse Stock Split. The Company’s post-Reverse
Stock Split common stock has a new CUSIP number, 238108 401. The Company’s transfer agent, Equity Stock Transfer LLC, is
acting as exchange agent for the Reverse Stock Split.
As a result of the
Reverse Stock Split, every three shares of the Company’s pre-Reverse Stock Split common stock will be combined and reclassified
into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the Reverse
Stock Split. Stockholders who otherwise would be entitled to a fractional share shall receive a cash payment in an amount equal
to the product obtained by multiplying (i) the closing sale price of our common stock on the business day immediately preceding
the effective date of the Reverse Stock Split as reported on NASDAQ by (ii) the number of shares of our common stock held by the
stockholder that would otherwise have been exchanged for the fractional share interest.
As previously disclosed
in the Company's Current Report on Form 8-K filed on December 8, 2015, on December 3, 2015 at the Company’s Annual Meeting
of Stockholders, the holders of a majority of the outstanding shares of the Company’s voting capital approved an amendment
to the Company’s Articles of Incorporation to effectuate a reverse split of the Company’s issued and outstanding common
stock at a ratio of not less than 1 for 2 and not more than 1 for 10, at any time prior to December 3, 2016, with the exact ratio
to be determined by the Board at its sole discretion. The Reverse Stock Split ratio of one (1) for three (3) was approved by the
Company’s Board of Directors on June 30, 2016.
A copy of the Amendment
is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On July 8, 2016,
the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection
with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit 3.1
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Certificate of Amendment to Articles of Incorporation, dated July 6, 2016
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Exhibit 99.1
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Press Release dated July 8, 2016
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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DATARAM CORPORATION
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(Registrant)
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Date: July 8, 2016
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David A. Moylan
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(Signature)
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David A. Moylan
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Chief Executive Officer
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